21 September 2026
When the owner of leased commercial or craft premises sells the property, the tenant may have a statutory right of first refusal under French law. If the sale disregards that right, the tenant may seek to have it set aside. But when does the time limit begin if the tenant learns of the sale only later?
Two years from knowledge of the sale
An action to annul the sale is subject to the two-year limitation period for disputes concerning commercial leases. In a judgment of 17 September 2026, the French Court of Cassation clarified that the period begins when the tenant becomes aware of the sale, in line with the general rule in Article 2224 of the French Civil Code.
In the case before the Court, the buyers had sent the tenant a registered letter. The judges took the date on which that letter informed her of the sale as the starting point. The clock did not automatically start on the date the sale deed was signed.
Practical implications
A tenant who discovers a sale made without observing their right of first refusal should act promptly and keep evidence of when they learned of it. For both the seller and buyer, that date may determine whether a later challenge is out of time. Whether the statutory right applies at all, and whether the claim is admissible, still depends on the circumstances of the particular transaction.
Photograph: Claudio Schwarz / Unsplash.
The office does not contractually guarantee the accuracy or currency of this information. For advice on how it applies to your circumstances, please consult a notary at the office.
